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September 22, 1997

Mr. Patrick McEvoy
c/o Coleman Safety and Security Products, Inc.
2820 Thatcher Road
Downers Grove, Illinois  60515

Dear Patrick:

     The Coleman Company, Inc. ("Coleman") has determined at this time to 
seek a buyer for, and to sell (a "Sale"), its interest in Coleman Safety and 
Security Products, Inc. (the "CSS"), through a sale of CSS' capital stock, 
all or substantially all of its assets or by other means. You have agreed to 
assist and to provide support to Coleman in this regard.  We greatly 
appreciate your willingness to take on the additional challenge in assisting 
in Coleman's efforts along with your ongoing job of continuing to manage the 
CSS' success.

     In consideration of your agreement to actively assist in bringing about 
and concluding a Sale and your agreement to remain an active employee of CSS 
in your current capacity through the conclusion of any such Sale and subject 
to your performance of these agreements, Coleman will provide you with the 
following additional benefits:

1.   STAY BONUS
     In order to induce you to continue the successful operations of CSS 
     through the closing of any Sale, Coleman will pay you a special bonus 
     (the "Special Bonus") equal to one years base salary at your current 
     level of salary within 15 days after the date of the closing of a Sale 
     ("Closing Date").  In the event that, within 3 months of the closing 
     date of a Sale, Coleman terminates your employment with Coleman (other 
     than as a result of your acceptance of employment with a Buyer in a 
     Sale) such that you are entitled to receive payments pursuant to 
     Section 6(c) of your Employment Agreement, dated as of January 1, 1996, 
     as amended, with Coleman (the "Employment Agreement"), then the monthly 
     compensation continuation payments payable pursuant to Section 6(c)(3) 
     of the Employment Agreement shall, for the first year of such payments, 
     be reduced by 1/12 of the Special Bonus. 

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2.   STOCK OPTIONS
     In the event that, within 3 months of the closing date of a Sale, 
     Coleman terminates your employment with Coleman or you terminate your 
     employment with Coleman as a result of your acceptance of employment 
     with a Buyer in a Sale, to the extent that you have stock options for 
     the purchase of Common Stock of Coleman ("Coleman Common Stock") the 
     exercise of which has not vested by the date of such termination of 
     your employment, such options will become vested at that time and you 
     will be entitled to exercise those options according to their terms for 
     90 days beginning with the first calendar day following the date of 
     such termination of your employment; PROVIDED, HOWEVER, that prior to 
     any such exercise you give Coleman three business days prior written 
     notice of any intended exercise and Coleman shall have the option to 
     purchase for cash any or all of those options which your notice 
     indicates you intend to exercise at a price equal to the difference 
     between (i) the closing price for the Coleman Company Stock on the New 
     York Stock Exchange on the intended day of exercise set forth in your 
     notice and (ii) the applicable exercise price.  Coleman will notify you 
     no later than 10:30 a.m. New York time on the intended day of exercise 
     whether it will exercise its option and, if it so elects, the closing 
     of its purchase shall be completed within five business days of the 
     intended exercise day.

3.   MISCELLANEOUS
     This agreement will terminate on June 30, 1998 (unless a Sale has 
     previously occurred), provided that in the event you are terminated for 
     cause prior to June 30, 1998, this agreement shall terminate on the 
     date of such termination for cause. This agreement amends the 
     Employment Agreement.
     
     For purposes of this Agreement, in no event shall a Sale include any 
     transaction with an affiliate (whether a natural person or a legal 
     entity) of Coleman or any transaction which is part of or consistent 
     with the conduct in the ordinary course of Coleman's or CSS' business.  
     
     This agreement is binding upon you and Coleman as well as to our 
     respective legal representatives and successors. 

     You shall keep the existence and the contents of this agreement, as 
     well as the fact that Coleman and CSS are contemplating a Sale and the 
     terms of any such Sale confidential and shall not disclose any of such 
     information to any other person.  You hereby acknowledge that you are 
     aware that the United States securities laws prohibit any person who 
     has received from an issuer material, non-public information concerning 
     an issuer from purchasing or selling securities of such issuer or from 
     communicating such information to any other person under circumstances 
     in which it is reasonably foreseeable that such person is likely to 
     purchase or sell such securities.
     
     If you are in agreement with contents of this letter, kindly sign 
the bottom of this letter in the space provided therefor, at which time 
this letter will become the binding agreement of you and Coleman.
     
                                        Very truly yours.
                                THE COLEMAN COMPANY, INC.
                    

                                             By: Jerry Levin
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                                                 Jerry Levin
                                                 Chairman


By: Patrick McEvoy
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    Patrick McEvoy